SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
I MANY INC [ IMNY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.0001 par value 08/16/2007 P 80 A $2.258 473,482 I By Parche LLC(1)
Common Stock, $.0001 par value 08/16/2007 P 420 A $2.258 802,079 I By Starboard Master(2)
Common Stock, $.0001 par value 1,683,698 I By Starboard Value(3)
Common Stock, $.0001 par value 4,267,028 I See Footnotes(4)(5)(6)(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
C4S & CO LLC

(Last) (First) (Middle)
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
COHEN PETER A

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STARK MORGAN B

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STRAUSS THOMAS W

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SOLOMON JEFFREY M

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starboard Value & Opportunity Fund, LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Parche, LLC

(Last) (First) (Middle)
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCG STARBOARD ADVISORS, LLC

(Last) (First) (Middle)
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Starboard Value & Opportunity Master Fund Ltd

(Last) (First) (Middle)
C/O CITCO FUND SERVICES LTD
WEST BAY RD

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Consists of Shares owned directly by Parche, LLC (Parche). As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares owned by Parche. As the sole member of RCG Starboard Advisors, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
2. Consists of Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, RCG Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
3. Consists of Shares held by Starboard Value & Opportunity Fund, LLC (Starboard Value). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for RCG Starboard Advisors, the managing member of Starboard Value, and is also a managing member of C4S, the managing member of Ramius. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and RCG Starboard Advisors may be deemed to be a beneficial owner of the shares held by Starboard Value. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and RCG Starboard Advisors disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4. Ramius Securities, L.L.C. (Ramius Securities), RCG Ambrose Master Fund, Ltd. (RCG Ambrose) and RCG Halifax Fund, Ltd. (RCG Halifax) beneficially own 817,696 shares, 2,841,324 shares and 478,101 shares of Common Stock, respectively. As the managing member of Ramius Securities and the investment advisor of RCG Ambrose and RCG Halifax, Ramius may be deemed to beneficially own the 817,696 shares, 2,841,324 shares and 478,101 shares of Common Stock beneficially owned by Ramius Securities, RCG Ambrose and RCG Halifax, respectively.
5. (continuation of previous footnote) As the managing member of Ramius, C4S may be deemed to beneficially own the 817,696 shares, 2,841,324 shares, and 478,101 shares of Common Stock beneficially owned by Ramius Securities, RCG Ambrose and RCG Halifax, respectively. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 817,696 shares, 2,841,324 shares, and 478,101 shares of Common Stock beneficially owned by Ramius Securities, RCG Ambrose and RCG Halifax. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such shares of Common Stock.
6. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
7. Pursuant to a Joint Filing Agreement dated August 22, 2005, Arthur Rosen became a member of a 13(d) group together with the other Reporting Persons. As a result, the Reporting Persons may be deemed to indirectly own the 13,000 shares of Common Stock beneficially owned by Mr. Rosen. The other Reporting Persons disclaim beneficial ownership of the shares owned by Mr. Rosen. Mr. Rosen disclaims beneficial ownership of the shares of Common Stock owned by all other Reporting Persons.
8. Pursuant to a Joint Filing Agreement dated August 22, 2005, Mark R. Mitchell became a member of a 13(d) group together with the other Reporting Persons. As a result, the Reporting Persons may be deemed to indirectly own the 116,907 shares of Common Stock beneficially owned by Mr. Mitchell. The other Reporting Persons disclaim beneficial ownership of the shares owned by Mr. Mitchell. Mr. Mitchell disclaims beneficial ownership of the shares of Common Stock owned by all other Reporting Persons.
By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory 08/22/2007
By: C4S & Co., L.L.C.; By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, Managing Member 08/22/2007
By: /s/ Owen S. Littman, as Attorney-In-Fact for Peter A. Cohen 08/22/2007
By: /s/ Owen S. Littman, as Attorney-In-Fact for Morgan B. Stark 08/22/2007
By: /s/ Owen S. Littman, as Attorney-In-Fact for Thomas W. Strauss 08/22/2007
By: /s/ Owen S. Littman, as Attorney-In-Fact for Jeffrey M. Solomon 08/22/2007
By: Starboard Value & Opportunity Fund, LLC; By: /s/ Owen S. Littman, Authorized Signatory 08/22/2007
By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory 08/22/2007
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 08/22/2007
By: Starboard Value and Opportunity Master; By: /s/ Owen S. Littman, Authorized Signatory 08/22/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.